exhbiti48.htm


     

    
      

      

    

    EXECUTION VERSION


    
      


       

      


    

    U.S.
GUARANTY

     

    dated as
of

     

    June 9,
2008

     

    among

     

    PLY GEM
INDUSTRIES, INC.,

    


    PLY GEM
HOLDINGS, INC.,

    


    the
Subsidiaries of the Specified U.S. Borrower

    from time
to time party hereto

    


    and

     

    GENERAL
ELECTRIC CAPITAL CORPORATION,

    as
Collateral Agent

     

    
      


       

      


    

    


     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    Page

     

    ARTICLE
I

     

    


     

    Guarantee

     

    
      	
              SECTION
      1.01.

            	
              Guarantee

            	
              1

            
	
              SECTION
      1.02.

            	
              Guarantee
      of Payment

            	
              2

            
	
              SECTION
      1.03.

            	
              No
      Limitations, Etc

            	
              2

            
	
              SECTION
      1.04.

            	
              Reinstatement

            	
              3

            
	
              SECTION
      1.05

            	
              Agreement
      To Pay; Subrogation

            	
              3

            
	
              SECTION
      1.06.

            	
              Information

            	
              3

            


    

    


     

    ARTICLE
II

     

    


     

    Indemnity,
Subrogation and Subordination

     

    
      	
              SECTION
      2.01

            	
              Indemnity
      and Subrogation

            	
              3

            
	
              SECTION
      2.02

            	
              Contribution
      and Subrogation

            	
              4

            
	
              SECTION
      2.03

            	
              Subordination

            	
              4

            


    

    


     

    ARTICLE
III

     

    


     

    Miscellaneous

     

    
      	
              SECTION
      3.01

            	
              Notices

            	
              4

            
	
              SECTION
      3.02.

            	
              Survival
      of Agreement

            	
              5

            
	
              SECTION
      3.03

            	
              Binding
      Effect; Several Agreement

            	
              5

            
	
              SECTION
      3.04

            	
              Successors
      and Assigns

            	
              5

            
	
              SECTION
      3.05

            	
              Collateral
      Agent’s Fees and Expenses; Indemnification

            	
              5

            
	
              SECTION
      3.06

            	
              Applicable
      Law

            	
              6

            
	
              SECTION
      3.07

            	
              Waivers;
      Amendment

            	
              6

            
	
              SECTION
      3.08

            	
              WAIVER
      OF JURY TRIAL

            	
              7

            
	
              SECTION
      3.09

            	
              .Severability

            	
              7

            
	
              SECTION
      3.10

            	
              Counterparts

            	
              7

            
	
              SECTION
      3.11

            	
              Headings

            	
              7

            
	
              SECTION
      3.12

            	
              Jurisdiction;
      Consent to Service of Process

            	
              7

            
	
              SECTION
      3.13

            	
              .
      Termination or Release

            	
              8

            
	
              SECTION
      3.14

            	
              Additional
      Subsidiaries

            	
              9

            
	
              SECTION
      3.15.

            	
              Right
      of Setoff

            	
              9

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              Schedules

            	 
      
	
              Schedule
      I

            	
              Subsidiary
      Guarantors

            
	 
      	 
      
	
              Exhibits

            	 
      
	
              Exhibt
      A

            	
              Form
      of Supplement

            


    

    



    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    


    U.S.
GUARANTY dated as of June 9, 2008 (this “Guaranty”),
among PLY GEM INDUSTRIES, INC., a Delaware corporation (the “Specified U.S.
Borrower”), PLY GEM HOLDINGS, INC., a Delaware corporation (“Holdings”),
the Subsidiaries of the Specified U.S. Borrower listed on Schedule I hereto (the
“Subsidiary
Guarantors”) (the Specified U.S. Borrower, Holdings, and the Subsidiary
Guarantors being, collectively, the “Guarantors”
and, individually, each a “Guarantor”)
and GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent (in such capacity,
the “Collateral
Agent”).

     

    PRELIMINARY
STATEMENT

    


    Reference
is made to the Credit Agreement dated as of June 9, 2008 (as amended,
supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Specified U.S. Borrower, Holdings, CWD Windows and
Doors, Inc., the lenders from time to time party thereto (the “Lenders”),
the Collateral Agent and Credit Suisse, as administrative agent (in such
capacity, the “Administrative
Agent”).  Capitalized terms used in this Guaranty and not
otherwise defined herein have the meanings set forth in the Credit
Agreement.

     

    The
Lenders and the L/C Issuers have agreed to extend credit to the Borrowers
pursuant to, and upon the terms and conditions specified in, the Credit
Agreement.  The obligations of the Lenders and the L/C Issuers to
extend credit to the Borrowers, the Hedge Banks to enter into Secured Hedge
Agreements and the Cash Management Banks to enter into Secured Cash Management
Agreements, are conditioned upon, among other things, the execution and delivery
of this Guaranty by the Borrowers and each Guarantor.  Each Guarantor
is an affiliate of each Borrower, will derive substantial benefits from the
extension of credit to the Borrowers pursuant to the Credit Agreement and is
willing to execute and deliver this Guaranty in order to induce the Lenders and
the L/C Issuers to extend such credit and the Hedge Banks and the Cash
Management Banks to enter into Secured Hedge Agreements and Secured Cash
Management Agreements.  Accordingly, the parties hereto agree as
follows:

     

    


     

     

    ARTICLE
I

     

     

    


     

     

    Guarantee

     

    SECTION
1.01. Guarantee.  Each
Guarantor unconditionally guarantees, jointly with the other Guarantors and
severally, as a primary obligor and not merely as a surety, the due and punctual
payment and performance of the Obligations.  Each Guarantor further
agrees that the Obligations may be extended or renewed, in whole or in part,
without notice to or further assent from it, and that it will remain bound upon
its

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    guarantee
notwithstanding any extension or renewal of any Obligation.  Each
Guarantor waives presentment to, demand of payment from and protest to any
Borrower or any other Loan Party of any Obligation, and also waives notice of
acceptance of its guarantee and notice of protest for nonpayment.

     

    SECTION
1.02. Guarantee of
Payment.  Each Guarantor further agrees that its guarantee
hereunder constitutes a guarantee of payment when due and not of collection, and
waives any right to require that any resort be had by the Collateral Agent or
any other Secured Party to any security held for the payment of the Obligations
or to any balance of any Deposit Account or credit on the books of the
Collateral Agent or any other Secured Party in favor of any Borrower or any
other person.

     

    SECTION
1.03. No Limitations,
Etc.  (a) Except for termination of a Guarantor’s
obligations hereunder as expressly provided in Section 3.13, the
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense or setoff, counterclaim, recoupment or termination whatsoever by
reason of the invalidity, illegality or unenforceability of the Obligations or
otherwise.  Without limiting the generality of the foregoing, the
obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by (i) the failure of the Collateral Agent or any other
Secured Party to assert any claim or demand or to enforce any right or remedy
under the provisions of any Loan Document or otherwise, (ii) any
rescission, waiver, amendment or modification of, or any release from any of the
terms or provisions of, any Loan Document or any other agreement, including with
respect to any other Guarantor under this Guaranty, (iii) the release of,
or any impairment of or failure to perfect any Lien on or security interest in,
any security held by the Collateral Agent or  any other Secured Party
for the Obligations or any of them, (iv) any default, failure or delay,
wilful or otherwise, in the performance of the Obligations, or (v) any
other act or omission that may or might in any manner or to any extent vary the
risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a
matter of law or equity (other than the indefeasible payment in full in cash of
all the Obligations).  Each Guarantor expressly authorizes the
Collateral Agent to take and hold security for the payment and performance of
the Obligations, to exchange, waive or release any or all such security (with or
without consideration), to enforce or apply such security and direct the order
and manner of any sale thereof in its sole discretion or to release or
substitute any one or more other guarantors or obligors upon or in respect of
the Obligations, all without affecting the obligations of any Guarantor
hereunder.

     

    (b) To
the fullest extent permitted by applicable law, each Guarantor waives any
defense based on or arising out of any defense of any Borrower or any other Loan
Party or the unenforceability of the Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of any Borrower or any
other Loan Party, other than the indefeasible payment in full in cash of all the
Obligations.  The Collateral Agent and the other Secured Parties may,
at their election, foreclose on any security held by one or more of them by one
or more judicial or nonjudicial sales, accept an assignment of any such security
in lieu of foreclosure, compromise or adjust any part of

     


    
      
         


      

      
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    the
Obligations, make any other accommodation with any Borrower or any other Loan
Party or exercise any other right or remedy available to them against any
Borrower or any other Loan Party, without affecting or impairing in any way the
liability of any Guarantor hereunder except to the extent the Obligations have
been fully and indefeasibly paid in full in cash.  To the fullest
extent permitted by applicable law, each Guarantor waives any defense arising
out of any such election even though such election operates, pursuant to
applicable law, to impair or to extinguish any right of reimbursement or
subrogation or other right or remedy of such Guarantor against any Borrower or
any other Loan Party, as the case may be, or any security.

     

    SECTION
1.04. Reinstatement.  Each
Guarantor agrees that its guarantee hereunder shall continue to be effective or
be reinstated, as the case may be, if at any time payment, or any part thereof,
of any Obligation is rescinded or must otherwise be restored by the Collateral
Agent or any other Secured Party upon the bankruptcy or reorganization of any
Borrower, any other Loan Party or otherwise.

     

    SECTION
1.05. Agreement To Pay;
Subrogation.  In furtherance of the foregoing and not in
limitation of any other right that the Collateral Agent or any other Secured
Party has at law or in equity against any Guarantor by virtue hereof, upon the
failure of any Borrower or any other Loan Party to pay any Obligation when and
as the same shall become due, whether at maturity, by acceleration, after notice
of prepayment or otherwise, each Guarantor hereby promises to and will forthwith
pay, or cause to be paid, to the Collateral Agent for distribution to the
applicable Secured Parties in cash the amount of such unpaid
Obligation.  Upon payment by any Guarantor of any sums to the
Collateral Agent as provided above, all rights of such Guarantor against any
Borrower or any other Guarantor arising as a result thereof by way of right of
subrogation, contribution, reimbursement, indemnity or otherwise shall in all
respects be subject to Article II.

     

    SECTION
1.06. Information.  Each
Guarantor assumes all responsibility for being and keeping itself informed of
each Borrower’s and each other Loan Party’s financial condition and assets and
of all other circumstances bearing upon the risk of nonpayment of the
Obligations and the nature, scope and extent of the risks that such Guarantor
assumes and incurs hereunder, and agrees that neither the Collateral Agent nor
any other Secured Party will have any duty to advise such Guarantor of
information known to it or any of them regarding such circumstances or
risks.

     

     

    ARTICLE
II

     

     

    


     

     

    Indemnity,
Subrogation and Subordination

     

    SECTION
2.01. Indemnity and
Subrogation.  In addition to all such rights of indemnity and
subrogation as the Guarantors may have under applicable law (but subject to
Section 2.03), each Borrower agrees that (a) in the event a payment shall
be made by any Guarantor under this Guaranty, the Borrowers shall indemnify such
Guarantor for the full amount of such payment and such Guarantor shall be
subrogated to

     


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    the
rights of the person to whom such payment shall have been made to the extent of
such payment and (b) in the event any assets of any Guarantor shall be sold
pursuant to this Guaranty or any other Collateral Document to satisfy in whole
or in part a claim of any Secured Party, the Borrowers shall indemnify such
Guarantor in an amount equal to the greater of the book value or the fair market
value of the assets so sold.

     

    SECTION
2.02. Contribution and
Subrogation.  Each Guarantor (a “Contributing
Guarantor”) agrees (subject to Section 2.03) that, in the event a
payment shall be made by any other Guarantor hereunder in respect of any
Obligation, or assets of any other Guarantor shall be sold pursuant to any
Collateral Document to satisfy any Obligation owed to any Secured Party, and
such other Guarantor (the “Claiming
Guarantor”) shall not have been fully indemnified by the Borrowers as
provided in Section 2.01, the Contributing Guarantor shall indemnify the
Claiming Guarantor in an amount equal to (i) the amount of such payment or
(ii) the greater of the book value or the fair market value of such assets,
as the case may be, in each case multiplied by a fraction of which the numerator
shall be the net worth of the Contributing Guarantor on the date hereof and the
denominator shall be the aggregate net worth of all the Guarantors on the date
hereof (or, in the case of any Guarantor becoming a party hereto pursuant to
Section 3.14, the date of the supplement hereto executed and delivered by
such Guarantor).  Any Contributing Guarantor making any payment to a
Claiming Guarantor pursuant to this Section 2.02 shall be subrogated to the
rights of such Claiming Guarantor under Section 2.01 to the extent of such
payment.

     

    SECTION
2.03. Subordination.  (a)
Notwithstanding any provision of this Guaranty to the contrary, all rights of
the Guarantors under Sections 2.01 and 2.02 and all other rights of
indemnity, contribution or subrogation under applicable law or otherwise shall
be fully subordinated to the indefeasible payment in full in cash of the
Obligations.  No failure on the part of any Borrower or any Guarantor
to make the payments required by Sections 2.01 and 2.02 (or any other
payments required under applicable law or otherwise) shall in any respect limit
the obligations and liabilities of any Guarantor with respect to its obligations
hereunder, and each Guarantor shall remain liable for the full amount of its
obligations hereunder.

     

    (b) Each
Borrower and each Guarantor hereby agree that all Indebtedness and other
monetary obligations owed by it to any Borrower or any Subsidiary shall be fully
subordinated to the indefeasible payment in full in cash of the
Obligations.

     

     

    ARTICLE
III

     

     

    


     

     

    Miscellaneous

     

    SECTION
3.01. Notices.  All
communications and notices hereunder shall (except as otherwise expressly
permitted herein) be in writing and given as provided in Section 10.02 of
the Credit Agreement.  All communications and notices hereunder to any
Subsidiary Guarantor shall be given to it in care of Specified U.S. Borrower as
provided in Section 10.02 of the Credit Agreement.

     


    
      
         


      

      
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    SECTION
3.02. Survival of
Agreement.  All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Guaranty or any other Loan Document shall be considered to have
been relied upon by the Lenders and the L/C Issuers and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
Lender or L/C Issuer or on their behalf and notwithstanding that the Collateral
Agent, any L/C Issuer or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended under the Credit Agreement, and shall continue in full force and effect
as long as the principal of or any accrued interest on any Loan or any fee or
any other amount payable under any Loan Document is outstanding and unpaid or
the aggregate outstanding L/C Obligations do not equal zero and so long as the
Commitments have not expired or terminated.

     

    SECTION
3.03. Binding Effect;
Several Agreement.  This Guaranty shall become effective as to
any Loan Party when a counterpart hereof executed on behalf of such Loan Party
shall have been delivered to the Collateral Agent and a counterpart hereof shall
have been executed on behalf of the Collateral Agent, and thereafter shall be
binding upon such Loan Party and the Collateral Agent and their respective
permitted successors and assigns, and shall inure to the benefit of such Loan
Party, the Collateral Agent and the other Secured Parties and their respective
successors and assigns, except that no Loan Party shall have the right to assign
or transfer its rights or obligations hereunder or any interest herein or in the
Collateral (and any such assignment or transfer shall be void) except as
expressly contemplated or permitted by this Guaranty or the Credit
Agreement.  This Guaranty shall be construed as a separate agreement
with respect to each Loan Party and may be amended, modified, supplemented,
waived or released with respect to any Loan Party without the approval of any
other Loan Party and without affecting the obligations of any other Loan Party
hereunder.

     

    SECTION
3.04. Successors and
Assigns.  Whenever in this Guaranty any of the parties hereto
is referred to, such reference shall be deemed to include the permitted
successors and assigns of such party; and all covenants, promises and agreements
by or on behalf of any Guarantor or the Collateral Agent that are contained in
this Guaranty shall bind and inure to the benefit of their respective successors
and assigns.

     

    SECTION
3.05. Collateral
Agent’s Fees and Expenses; Indemnification.  (a) The
parties hereto agree that the Collateral Agent shall be entitled to
reimbursement of its expenses incurred hereunder as provided in
Section 10.04 of the Credit Agreement.

     

    (b) Without
limitation of its indemnification obligations under the other Loan Documents,
each Guarantor jointly and severally agrees to indemnify the Collateral Agent
and the other indemnitees against, and hold each indemnitee harmless from, any
and all losses, claims, damages, liabilities, and related out of pocket
expenses, including the fees, charges and disbursements of any counsel for any
indemnitee, incurred by or asserted against any indemnitee arising out of, in
any way connected with, or as a result of, the

     


    
      
         


      

      
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    execution,
delivery or performance of this Guaranty or any agreement or instrument
contemplated hereby or any claim, litigation, investigation or proceeding
relating to any of the foregoing or to the Collateral, regardless of whether any
indemnitee is a party thereto or whether initiated by a third party or by a Loan
Party or any Affiliate thereof; provided, however, that such indemnity
shall not, as to any indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or wilful misconduct of such indemnitee.  To the
extent permitted by applicable law, no Guarantor shall assert, and each
Guarantor hereby waives any claim against any indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Guaranty or any agreement or instrument contemplated hereby, the
Transactions, any Loan or Letter of Credit or the use of proceeds
thereof.

     

    (c) Any such
amounts payable as provided hereunder shall be additional Obligations secured
hereby and by the other Collateral Documents. The provisions of this
Section 3.05 shall remain operative and in full force and effect regardless
of the termination of this Guaranty or any other Loan Document, the consummation
of the transactions contemplated hereby, the repayment of any of the
Obligations, the invalidity or unenforceability of any term or provision of this
Guaranty or any other Loan Document, or any investigation made by or on behalf
of the Collateral Agent or any other Secured Party.  All amounts due
under this Section 3.05 shall be payable on written demand therefor and
shall bear interest, on and from the date of demand, at the rate specified in
Section 2.08(a)(iii) of the Credit Agreement.

     

    SECTION
3.06. Applicable
Law.  THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

     

    SECTION
3.07. Waivers;
Amendment.  (a) No failure or delay by the Collateral
Agent, the Administrative Agent, any L/C Issuer or any Lender in exercising any
right or power hereunder or under any other Loan Document shall operate as a
waiver hereof or thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a
right or power, preclude any other or further exercise thereof or the exercise
of any other right or power. The rights and remedies of the Collateral Agent,
the Administrative Agent, the L/C Issuers and the Lenders hereunder and under
the other Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of any Loan
Document or consent to any departure by any Loan Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of
this Section 3.07, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given.  Without
limiting the generality of the foregoing, the making of a Loan or issuance of a
Letter of Credit shall not be construed as a waiver of any Default, regardless
of whether the Collateral Agent, any Lender or any L/C Issuer may have had
notice or knowledge of such Default at the time. No notice or demand on any Loan
Party in any case shall entitle any Loan Party to any other or further notice or
demand in similar or other circumstances.

     


    
      
         


      

      
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    (b) Neither
this Guaranty nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Collateral
Agent and the Loan Party or Loan Parties with respect to which such waiver,
amendment or modification is to apply, subject to any consent required in
accordance with Section 10.01 of the Credit Agreement.

     

    SECTION
3.08. WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 3.08.

     

    SECTION
3.09. Severability.  In
the event any one or more of the provisions contained in this Guaranty or in any
other Loan Document should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby (it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

     

    SECTION
3.10. Counterparts.  This
Guaranty may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original but all of
which when taken together shall constitute a single contract, and shall become
effective as provided in Section 3.03.  Delivery of an executed
signature page to this Guaranty by facsimile transmission shall be as effective
as delivery of a manually signed counterpart of this Guaranty.

     

    SECTION
3.11. Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Guaranty and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Guaranty.

     

    SECTION
3.12. Jurisdiction;
Consent to Service of Process.  (a) Each of the Guarantors
hereby irrevocably and unconditionally submits, for itself and its property, to
the exclusive jurisdiction of any New York State court or Federal court of the
United

     


    
      
         


      

      
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     States
of America, sitting in New York City, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Guaranty or any
other Loan Document, or for recognition or enforcement of any judgment, and each
of the Loan Parties hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court.  Each of the Loan Parties agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Guaranty or any other Loan Document shall affect any right that
the Collateral Agent, the Administrative Agent, any L/C Issuer or any Lender may
otherwise have to bring any action or proceeding relating to this Guaranty or
any other Loan Document against any Guarantor or its properties in the courts of
any jurisdiction.

     

    (b) Each of
the Loan Parties hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Guaranty or any other Loan Document in any court
referred to in paragraph (a) of this Section 3.12.  Each of the Loan
Parties hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

     

    (c) Each of
the Loan Parties hereby irrevocably consents to service of process in the manner
provided for notices in Section 3.01.  Nothing in this Guaranty
or any other Loan Document will affect the right of the Collateral Agent to
serve process in any other manner permitted by law.

     

    SECTION
3.13. Termination or
Release.  (a) This Guaranty and the guarantees made herein
shall terminate upon (i) the termination of the Aggregate Commitments and
payment in full of all Obligations (other than (A) contingent indemnification
obligations and (B) obligations and liabilities under Secured Cash Management
Agreements and Secured Hedge Agreements as to which arrangements satisfactory to
the applicable Cash Management Bank or Hedge Bank shall have been made) and (ii)
the expiration or termination of all Letters of Credit (other than Letters of
Credit as to which other arrangements satisfactory to the Collateral Agent and
the applicable L/C Issuer shall have been made).

     

    (b) A
Guarantor that is a Subsidiary shall automatically be released from its
obligations hereunder upon the consummation of any transaction permitted by the
Credit Agreement as a result of which such Guarantor ceases to be a
Subsidiary.

     

    (c) In
connection with any termination or release pursuant to paragraph (a) or (b)
above, the Collateral Agent shall promptly execute and deliver to any Guarantor,
at such Guarantor’s expense, all such documents that such Guarantor shall
reasonably request to evidence such termination or release.  Any
execution and delivery of documents pursuant to this Section 3.13 shall be
without recourse to or representation or warranty by the Collateral Agent or any
Secured Party.  Without limiting the provisions of Section 3.05, the
Borrowers shall reimburse the Collateral Agent upon demand for all costs and
out

     


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    


    of pocket
expenses, including the fees, charges and expenses of counsel, incurred by it in
connection with any action contemplated by this Section 3.13.

     

    SECTION
3.14. Additional
Subsidiaries.  Any Subsidiary that is required to become a
party hereto pursuant to Section 6.12 of the Credit Agreement shall enter into
this Guaranty as a Guarantor upon becoming such a Subsidiary.  Upon
execution and delivery by the Collateral Agent and such Subsidiary of a
supplement in the form of Exhibit A hereto, such Subsidiary shall become a
Guarantor  hereunder with the same force and effect as if originally
named as a Guarantor herein.  The execution and delivery of any such
instrument shall not require the consent of any other Loan Party hereunder. The
rights and obligations of each Loan Party hereunder shall remain in full force
and effect notwithstanding the addition of any new Loan Party as a party to this
Guaranty.

     

    SECTION
3.15. Right of
Setoff.  If an Event of Default shall have occurred and is
continuing, each Secured Party is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
Collateral (including any deposits (general or special, time or demand,
provisional or final)) at any time held and other obligations at any time owing
by such Secured Party to or for the credit or the account of any Guarantor
against any and all of the obligations of such Guarantor now or hereafter
existing under this Guaranty and the other Loan Documents held by such Secured
Party, irrespective of whether or not such Secured Party shall have made any
demand under this Guaranty or any other Loan Document and although such
obligations may be unmatured.  The rights of each Secured Party under
this Section 3.15 are in addition to other rights and remedies (including other
rights of setoff) which such Secured Party may have.

     

    [Remainder
of page intentionally left blank]

     


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have duly executed this Guaranty as of the
day and year first above written.

     

    
      	
              PLY
      GEM INDUSTRIES, INC.

            
	
              by

            
	 
      	 
      
	 
      	
              Name:

            
	
               
      

            	
              Title:

            


    

    


    


    
      	
              PLY
      GEM HOLDINGS, INC.

            
	
              by

            
	 
      	 
      
	 
      	
              Name:

            
	 
      	
              Title:

            


    

    


    


    
      	
              EACH
      OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,

            
	
              by

            
	 
      	 
      
	 
      	
              Name:

            
	 
      	
              Title:

            


    

    



    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    


    


    
      	
              GENERAL
      ELECTRIC CAPITAL CORPORATION, as Collateral Agent,

            
	
              by

            
	 
      	 
      
	 
      	
              Name:

            
	 
      	
              Title:

            


    

    


    
      	
              by

            
	 
      	 
      
	 
      	
              Name:

            
	 
      	
              Title:

            


    

    


    



    
      
         


      

      
        -11-

        
          

        

      

      
         


        
          Schedule
I to the

          U.S.
Guaranty

           

        

      

    


    


     

    Schedule
I to U.S. Guaranty

     

    Subsidiary
Guarantors

     

    
      	
              Alcoa
      Home Exteriors, Inc.

            
	
              Alenco
      Building Products Management, L.L.C.

            
	
              Alenco
      Extrusion GA, L.L.C.

            
	
              Alenco
      Extrusion Management, L.L.C.

            
	
              Alenco
      Holding Corporation

            
	
              Alenco
      Interests, L.L.C.

            
	
              Alenco
      Trans, Inc.

            
	
              Alenco
      Window GA, L.L.C.

            
	
              Aluminum
      Scrap Recycle, L.L.C.

            
	
              AWC
      Arizona, Inc.

            
	
              AWC
      Holding Company

            
	
              Glazing
      Industries Management, L.L.C.

            
	
              Great
      Lakes Window, Inc.

            
	
              Kroy
      Building Products, Inc.

            
	
              MW
      Manufacturers Inc.

            
	
              MWM
      Holding, Inc.

               

            
	
              Napco,
      Inc.

            
	
              New
      Alenco Extrusion, Ltd.

            
	
              New
      Alenco Window, Ltd.

            
	
              New
      Glazing Industries, Ltd.

            
	
              Ply
      Gem Pacific Windows Corporation

            
	
              Variform,
      Inc.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit A
to the

          U.S.
Guaranty

        

      

    


    SUPPLEMENT
NO. [●] (this “Supplement”)
dated as of [●], 200[●] to the U.S. Guaranty dated as of June 9, 2008 (the
“U.S.
Guaranty”), among PLY GEM INDUSTRIES, INC., a Delaware corporation (the
“Specified
U.S. Borrower”), PLY GEM HOLDINGS, INC., a Delaware company (“Holdings”),
each Subsidiary of the Borrower from time to time party thereto (each such
Subsidiary individually a “Subsidiary
Guarantor” and collectively, the “Subsidiary
Guarantors”; the Subsidiary Guarantors, the Specified U.S. Borrower and
Holdings are referred to collectively herein as the “Guarantors”)
and GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent (in such capacity,
the “Collateral
Agent”) for the Secured Parties (as defined in the Credit Agreement
referred to below).

     

    A.  Reference
is made to the Credit Agreement dated as of June 9, 2008 (as amended,
supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Specified U.S. Borrower, CWD Windows and Doors,
Inc., Holdings, the lenders from time to time party thereto (the “Lenders”),
the Collateral Agent and Credit Suisse, as administrative agent for the
Lenders.

     

    B.  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement or the U.S. Guaranty, as
applicable.

     

    C.  The
Guarantors have entered into the U.S. Guaranty in order to induce the Lenders to
make Loans, the L/C Issuers to issue Letters of Credit and the Hedge Banks and
the Cash Management Banks to enter into Secured Hedge Agreements and Secured
Cash Management Agreements.  Section 3.14 of the U.S. Guaranty
provides that additional Subsidiaries of the Specified U.S. Borrower may become
Guarantors under the U.S. Guaranty by execution and delivery of an instrument in
the form of this Supplement.  The undersigned Subsidiary (the “New
Subsidiary”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become a Guarantor under the U.S.
Guaranty in order to induce the Lenders to make additional Loans and the L/C
Issuers to issue additional Letters of Credit and as consideration for Loans
previously made and Letters of Credit previously issued.

     

    Accordingly,
the Collateral Agent and the New Subsidiary agree as follows:

     

    SECTION
1.  In accordance with Section 3.14 of the U.S. Guaranty, the New
Subsidiary by its signature below becomes a Guarantor under the U.S. Guaranty
with the same force and effect as if originally named therein as a Guarantor and
the New Subsidiary hereby (a) agrees to all the terms and provisions of the U.S.
Guaranty applicable to it as a Guarantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Guarantor
thereunder are true and correct

     


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit A
to the

          U.S.
Guaranty

        

      

    


    on and as
of the date hereof.  In furtherance of the foregoing, the New
Subsidiary unconditionally guarantees the due and punctual payment and
performance of the Obligations.  Each reference to a “Guarantor” in
the U.S. Guaranty shall be deemed to include the New Subsidiary.  The
U.S. Guaranty is hereby incorporated herein by reference.

     

    SECTION
2.  The New Subsidiary represents and warrants to the Collateral Agent
and the other Secured Parties that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms.

     

    SECTION
3.  This Supplement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract. This Supplement shall become effective when the Collateral Agent shall
have received counterparts of this Supplement that, when taken together, bear
the signatures of the New Subsidiary and the Collateral
Agent.  Delivery of an executed signature page to this Supplement by
facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Supplement.

     

    SECTION 4.  The
New Subsidiary hereby represents and warrants that set forth under its signature
hereto, is the true and correct legal name of the New Subsidiary and its
jurisdiction of organization.

     

    SECTION
5.  Except as expressly supplemented hereby, the U.S. Guaranty shall
remain in full force and effect.

     

    SECTION
6.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    SECTION
7.  In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in the U.S. Guaranty shall not in any way be affected or impaired
thereby (it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable
provisions.

     

    SECTION
8.  All communications and notices hereunder shall (except as
otherwise expressly permitted by the U.S. Guaranty) be in writing and given as
provided in Section 10.02 of the Credit Agreement.  All
communications and notices hereunder to the New Subsidiary shall be given to it
in care of the Specified U.S. Borrower as provided in Section 10.02 of the Credit Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit A
to the

          U.S.
Guaranty

        

      

    


    SECTION
9.  The New Subsidiary agrees to reimburse the Collateral Agent for
its out-of-pocket expenses in connection with this Supplement, including the
fees, other charges and disbursements of counsel for the Collateral
Agent.

     


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit A
to the

          U.S.
Guaranty

        

      

    


    IN
WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed
this Supplement to the U.S. Guaranty as of the day and year first above
written.

     

    
      	
              [NAME
      OF NEW SUBSIDIARY],

            
	
              by

            
	 
      	 
      
	 
      	
              Name:

            
	 
      	
              Title:

            
	 
      	
              Address:

            
	 
      	
              Legal
      Name:

            
	 
      	
              Jurisdiction
      of Formation:

            


    

    


    


    
      	
              GENERAL
      ELECTRIC CAPITAL CORPORATION, as Collateral Agent,

            
	
              by

            
	 
      	 
      
	 
      	
              Name:

            
	 
      	
              Title: